<PAGE>

                             SECOND AMENDMENT AGREEMENT
                             --------------------------


              AGREEMENT, dated as of August 26, 1996, among TRANS-LUX
         CORPORATION, a Delaware corporation, TRANS-LUX CONSULTING
         CORPORATION, a Delaware corporation, TRANS-LUX SIGN CORPORATION, a
         Delaware corporation, TRANS-LUX MONTEZUMA CORPORATION, a New
         Mexico corporation, INTEGRATED SYSTEMS ENGINEERING, INC., a Utah
         corporation, the GUARANTORS, and FIRST UNION BANK OF CONNECTICUT
         (formerly known as First Fidelity Bank), a Connecticut banking
         corporation.

                                     Background
                                     ----------

              A.  Capitalized terms not otherwise defined shall have the
         meanings ascribed to them in the Credit Agreement dated as of
         August 28, 1995, between Trans-Lux Corporation, Trans-Lux
         Consulting Corporation, Trans-Lux Sign Corporation, Trans-Lux
         Montezuma Corporation, Integrated Systems Engineering, Inc., and
         First Union Bank of Connecticut (as amended, modified or
         supplemented from time to time, the "Credit Agreement").

              B.  The Borrowers have requested that the Lender extend to
         TLX a discretionary line of credit facility in the original
         principal amount of $3,000,000.

              C.  The Lender has agreed to the Borrowers' request subject
         to the terms and conditions of this Agreement.

                                     Agreement
                                     ---------

              In consideration of the Background, which is incorporated by
         reference, the parties, intending to be legally bound, agree as
         follows:

              1.  Modifications.  All the terms and provisions of the
                  -------------
         Credit Agreement and the other Loan Documents shall remain in full
         force and effect except as follows:


                   (a) The definition of "Loans" contained in Annex A to
         the Credit Agreement, is deleted and the following is substituted
         therefor:

                   "Loans" shall mean Loan A, Loan B, Loan C and Loan D.
                    -----
<PAGE>
                   (b) The definition of "Notes" contained in Annex A to
         the Credit Agreement is deleted and the following is substituted
         therefor:

                   "Notes" Shall mean Note A, Note B, Note C and Note D.
                    -----


                   (c) The following is added as subsection (d) to Schedule
                                                                   --------
         "1.2" of the Credit Agreement and current subsections (d) - (g)
         -----
         are relettered accordingly:

                        (d)  Loan D.  (i) TLX shall pay interest on the
                             ------
                   outstanding balance of Loan D at an annual interest rate
                   equal to two hundred basis points (2.00%) above USD-
                   LIBOR-BBA, as more fully set forth in subsection (g)
                   below.

                             (ii) Unless sooner paid, TLX shall pay to
                   Lender all outstanding indebtedness under Loan D on the
                   Loan D Termination Date.

                   (d) The following is added as Section 4 to Schedule
                                                              --------
          "1.3" of the Credit Agreement:
          -----

                             4.   Loan D:  Fund certain expenses of TLX
                   under the New York Mercantile Exchange and the Chicago
                   Board of Trade contracts to which TLX is a party and for
                   general working capital purposes.

                  (e) The following is added as Section VI to Annex B of
                                                              -------
         the Credit Agreement:

                        VI.  LOAN D.  The following shall be express
                             ------
                   conditions precedent to Lender's extension of Loan D to
                   TLX:

                        (a) Second Amendment Agreement.  The Second
                            --------------------------
                   Amendment Agreement dated as of August 23, 1996, duly
                   executed by the parties thereto.

                        (b) Note D.  Duly executed Note D to the order of
                            ------
                   Lender.

                        (c) Mortgage Modification Agreements.  Agreements
                            --------------------------------
                   modifying the mortgages and deeds of trust to Lender to
                   secure the Obligations, duly executed, witnessed and
                   notarized.

                        (d) Secretary's Certificate.  A certificate of the
                            -----------------------
                   Secretary or an Assistant Secretary of each Borrower and
                   Guarantor certifying (A) the resolutions adopted by the

                                                                          2
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                   Board of Directors of each Borrower and Guarantor
                   approving each Loan Document with respect to Loan D, (B)
                   all documents evidencing other necessary corporate
                   action by Borrowers and Guarantors and required
                   governmental and third party approvals with respect to
                   each such Loan Document, (C) the names and true
                   signatures of the authorized officers of the Borrowers
                   and the Guarantors, and (D) the Articles of
                   Incorporation and Bylaws originally delivered in
                   connection with the Credit Agreement remain in full
                   force and effect and have not been amended, modified,
                   rescinded or otherwise abrogated.

                        (e) Legal Opinion.  An opinion of counsel to
                            -------------
                   Borrowers and Guarantors which shall include an opinion
                   as to enforceability of the Loan Documents with respect
                   to Loan D under Connecticut law and such other matters
                   incident to the transactions contemplated hereby as
                   Lender may reasonably require.

                   (f)  The following is added as subsection (a)(iv) to
          Schedule "1.1" of the Credit Agreement:
          --------------

                        (iv)  Loan D.  (A) Upon and subject to the terms of
                              ------
                   the Credit Agreement, Lender agrees to make Loan D to
                   TLX on the Loan D Closing Date, in an aggregate
                   principal amount at any time not to exceed $3,000,000.
                   So long as a Default or an Event of Default does not
                   then exist, TLX may borrow, repay and reborrow amounts
                   under Loan D.  Loan D shall be evidenced by Note D dated
                   the Loan D Closing Date.

                             (B) TLX shall notify Lender of its request for
                   a borrowing under Loan D as provided in subsection (C)
                   below and, subject to subsection (C) below, on the date
                   specified for such borrowing, Lender, in its sole and
                   absolute discretion, shall make available the amount of
                   such borrowing in immediately available funds for the
                   account of TLX.

                             (C) Each request for a borrowing under Loan D,
                   shall be in a minimum amount of $10,000, or any multiple
                   thereof, and shall be given in writing (by facsimile,
                   hand delivery or U.S Mail) by TLX to Lender at the
                   address set forth in Section 10.10 of the Credit
                                        -------------
                   Agreement no later than 1:00 p.m.  (Hartford,
                   Connecticut time) on the Business Day of the proposed
                   requested borrowing.  Each such request for a borrowing
                   (a "Request for Borrowing") shall be substantially in
                       ---------------------
                   the form of Exhibit D-1 hereto and Lender shall be
                               -----------
                   entitled to rely upon and shall be fully protected under
                   the Credit Agreement in relying upon any Request for
                   Borrowing believed by Lender to be genuine and to assume
                   that the persons executing and delivering the same were
                   fully authorized unless a responsible individual acting

                                                                          3
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                   thereon for Lender shall have actual knowledge to the
                   contrary.

                             (D) In the event that the outstanding balance
                   of Loan D shall, at any time, exceed the amount of
                   $3,000,000, TLX agrees to immediately repay Loan D in
                   the amount of such excess; notwithstanding the
                   foregoing, such excess balance shall nevertheless
                   constitute obligations that are secured by the
                   Collateral and entitled to all of the benefits thereof
                   and of the Loan Documents and shall be evidenced by Note
                   D.

                             (E) TLX shall have the right at any time on 30
                   days' prior written notice to Lender to voluntarily
                   terminate Loan D (in whole but not in part), without
                   premium or penalty.  Upon such termination, TLX's right
                   to receive borrowings under Loan D shall simultaneously
                   terminate and on the date of such termination TLX shall
                   pay Lender, in immediately available funds, all
                   indebtedness outstanding under Note D.

                   (g)  The following definitions are added to Annex A of
          the Credit Agreement in the appropriate alphabetical order:

                        "Loan D" shall mean the discretionary line of
                         ------
                   credit facility extended by Lender to TLX in the
                   original principal amount of $3,000,000, evidenced by
                   Note D.

                        "Loan D Closing Date" shall mean August 26, 1996.
                         -------------------

                        "Loan D Termination Date" shall mean January 31,
                         -----------------------
                   1997.

                        "Note D" shall mean the Promissory Note in the
                         ------
                   original principal amount of $3,000,000, in the form of
                   the attached Exhibit "A-4".
                                -------------

                   (h) Exhibits "A-4" and "D-1" attached hereto are deemed
                   attached to the Credit Agreement as Exhibit "A-4" and
                   "D-1".

                   (i) Section 7.01 of the Credit Agreement is deleted and
                   the following is substituted therefor:

                       7.01 Duration.  Unless Lender exercises its rights
                            --------
                   under Sections 8.01 and 8.2 hereof, the Obligations
                   shall become immediately due and payable in full, in
                   cash, as follows:

                            Loan A:  the Term Loan Maturity Date
                            Loan B:  the Term Loan Maturity Date

                                                                          4
<PAGE>
                            Loan C:  the Loan C Commitment Termination
                                     Date
                            Loan D:  the Loan D Termination Date

                   (j) The following is added as Section 4 to Schedule "A"
                   of the Guaranties:

                       4.   $3,000,000 discretionary loan facility extended
                   to TLX.

              2.  Conditions to Effectiveness.  This Agreement shall not be
                  ---------------------------
         effective until such date as the Lender shall have received the
         following, all in form, scope and content acceptable to the Lender
         in its sole discretion:

                  (a)  Amendment Agreement.  This Agreement duly executed
                       -------------------
         by the parties hereto;

                  (b) Real Estate Documents.  Mortgage Modification
                      ---------------------
         Agreements with respect to each of the mortgages or deeds of trust
         granted to secure the Obligations; and

                  (c) Other.  Such other agreements and instruments as the
                      -----
         Lender shall reasonably require.

              3.  Reaffirmation By Borrowers.  The Borrowers acknowledge
                  --------------------------
         and agree, and reaffirm, that each is legally, validly and
         enforceably indebted to the Lender under the Notes without
         defense, counterclaim or offset, and that each is legally, validly
         and enforceably liable to the Lender for all costs and expenses of
         collection and reasonable attorneys' fees as and to the extent
         provided in this Agreement, the Credit Agreement, the Notes and
         the other Loan Documents.  The Borrowers hereby restate and agree
         to be bound by all covenants contained in the Credit Agreement and
         the other Loan Documents and hereby reaffirm that all of the
         representations and warranties contained in the Credit Agreement
         and the other Loan Documents remain true and correct in all
         material respects with the exception that the financial statements
         described therein are deemed true as of the date made.  The
         Borrowers represent that except as set forth in the Credit
         Agreement and the other Loan Documents, there are not pending, or
         to each Borrower's knowledge threatened, legal proceedings to
         which the Borrowers or any of the Guarantors is a party, which
         materially or adversely affect the transactions contemplated by
         this Agreement or the ability of the Borrowers or any of the
         Guarantors to conduct its business on a consolidated basis.  The
         Borrowers and each of the Guarantors acknowledge and represent
         that the resolutions of each dated July 27, 1995, remain in full
         force and effect and have not been amended, modified, rescinded or
         otherwise abrogated.

              4.  Reaffirmation by Guarantors.  Each of the Guarantors
                  ---------------------------
         acknowledges that each is legally and validly indebted to the
         Lender under the Guaranty of each without defense, counterclaim or
         offset.  Each of the Guarantors affirm that the Guaranty of each

                                                                          5
<PAGE>
         remains in full force and effect and acknowledges that the
         Guaranty of each encompasses the indebtedness of each of the
         Loans, including, without limitation, Loan D.

              5.  Other Representations By Borrowers and Guarantors.  The
                  -------------------------------------------------
         Borrowers and the Guarantors each represent and confirm that (a)
         no Default or Event of Default has occurred and is continuing and
         Lender has not given its consent to or waived any Default or Event
         of Default and (b) the Credit Agreement and the other Loan
         Documents are in full force and effect and enforceable against the
         Borrowers and the Guarantors in accordance with the terms thereof.
         The Borrowers and the Guarantors each represent and confirm that
         as of the date hereof, each has no claim or defense (and the
         Borrowers and the Guarantors each hereby waive every claim and
         defense as of the date hereof) against Lender arising out of or
         relating to the Credit Agreement and the other Loan Documents or
         the making, administration or enforcement of the Loans and the
         remedies provided for under the Loan Documents.

              6.  No Waiver By Lender.  The Borrowers and the Guarantors
                  -------------------
         each acknowledge that (a) by the execution by each of this
         Agreement, the Lender is not waiving any Default, whether now
         existing or hereafter occurring, disclosed or undisclosed, by the
         Borrowers under the Loan Documents and (b) the Lender reserves all
         rights and remedies available to it under the Loan Documents and
         otherwise.

                                                                          6
<PAGE>
              The parties have executed this Agreement as of the date first
         written above.

                           BORROWERS:

                           TRANS-LUX CORPORATION

                             /s/ Victor Liss
                           By . . . . . . . . . . . . . . .
                                 Victor Liss
                                 Title:  President

                             /s/ Angela Toppi
                           By . . . . . . . . . . . . . . .
                                 Angela Toppi
                                 Title:  Senior Vice President and
                                   Chief Financial Officer

                           TRANS-LUX CONSULTING
                                 CORPORATION

                             /s/ Victor Liss
                           By . . . . . . . . . . . . . . .
                                 Victor Liss
                                 Title:  President

                             /s/ Angela Toppi
                           By . . . . . . . . . . . . . . .
                                 Angela Toppi
                                 Title:  Senior Vice President and
                                   Chief Financial Officer


                           TRANS-LUX SIGN CORPORATION

                             /s/ Victor Liss
                           By . . . . . . . . . . . . . . .
                                 Victor Liss
                                 Title:  President

                             /s/ Angela Toppi
                           By . . . . . . . . . . . . . . .
                                 Angela Toppi
                                 Title:  Senior Vice President and
                                   Chief Financial Officer
<PAGE>
                           TRANS-LUX MONTEZUMA
                                CORPORATION

                             /s/ Victor Liss
                           By . . . . . . . . . . . . . . .
                                 Victor Liss
                                 Title:  President

                             /s/ Angela Toppi
                           By . . . . . . . . . . . . . . .
                                 Angela Toppi
                                 Title:  Senior Vice President and
                                   Chief Financial Officer


                           INTEGRATED SYSTEMS
                                ENGINEERING, INC.

                             /s/ Victor Liss
                           By . . . . . . . . . . . . . . .
                                 Victor Liss
                                 Title:  President

                             /s/ Angela Toppi
                           By . . . . . . . . . . . . . . .
                                 Angela Toppi
                                 Title:  Senior Vice President and
                                   Chief Financial Officer

                           GUARANTORS:

                           TRANS-LUX SIGN CORPORATION
                           TRANS-LUX CONSULTING CORPORATION
                           SAUNDERS REALTY CORPORATION
                           TRANS-LUX CANADA, LTD.
                           TRANS-LUX COCTEAU CORPORATION
                           TRANS-LUX COLORADO CORPORATION
                           TRANS-LUX CREDIT TERMINAL
                                 CORPORATION
                           TRANS-LUX DURANGO CORPORATION
                           TRANS-LUX EXPERIENCE CORPORATION
                           TRANS-LUX HIGH FIVE CORPORATION

<PAGE>
                           TRANS-LUX INVESTMENT CORPORATION
                           TRANS-LUX LOMA CORPORATION
                           TRANS-LUX MONTEZUMA CORPORATION
                           TRANS-LUX MULTIMEDIA CORPORATION
                           TRANS-LUX PENNSYLVANIA
                                 CORPORATION
                           TRANS-LUX SEAPORT CORPORATION
                           TRANS-LUX SERVICE CORPORATION
                           TRANS-LUX SOUTHWEST CORPORATION
                           TRANS-LUX STORYTELLER CORPORATION
                           TRANS-LUX SYNDICATED PROGRAMS
                                 CORPORATION
                           TRANS-LUX TAOS CORPORATION
                           TRANS-LUX THEATRES CORPORATION
                           TRANS-LUX YUCCA CORPORATION
                           TRANS-LUX LOVELAND CORPORATION
                           INTEGRATED SYSTEMS ENGINEERING,
                                 INC.
                           TRANS-LUX PTY, LTD

                             /s/ Victor Liss
                           By . . . . . . . . . . . . . . .
                                 Victor Liss
                                 Title:  President

                             /s/ Angela Toppi
                           By . . . . . . . . . . . . . . .
                                 Angela Toppi
                                 Title:  Senior Vice President and
                                   Chief Financial Officer

                           LENDER:

                           FIRST UNION BANK OF
                                CONNECTICUT

                             /s/ Anne S. Wilson
                           By . . . . . . . . . . . . . . .
                                 Anne S. Wilson
                                 Title:  Vice President